Effective Date: The date Customer accepts this Agreement
Company: Harbour Enterprises, Inc., d/b/a SuperDoc
Company Address: 1735A Union Street, San Francisco, CA 94123
Customer: The customer listed on the related payment page, invoice, order form, or checkout record

This SuperDoc Commercial License Agreement (the “Agreement”) is entered into by and between Harbour Enterprises, Inc., d/b/a SuperDoc (“Company”), and the customer listed on the related payment page, invoice, order form, or checkout record (“Customer”).

By checking the acceptance box, submitting payment, signing an order form, or otherwise digitally accepting this Agreement, Customer agrees to be bound by this Agreement. Digital acceptance shall be deemed valid, binding, and enforceable to the same extent as a handwritten signature.

SuperDoc is available as open source under AGPLv3. This Agreement governs Customer’s paid commercial license to use SuperDoc outside the open source license terms for the plan selected by Customer.

This Agreement, together with the plan selected by Customer at checkout or in the applicable order form, forms the master agreement for Customer’s commercial use of SuperDoc. This Agreement includes warranty disclaimers, liability limitations, and use limitations. Any different or additional terms in a purchase order or similar document shall have no force or effect unless expressly agreed to in a writing signed by both parties after the Effective Date and specifically referencing this Agreement.

1. Order Details

Plan. The plan selected by Customer on the payment page, invoice, or order form.

Fees. The fees displayed on the payment page, invoice, or order form before checkout or acceptance.

Initial Service Term. The term displayed on the payment page, invoice, or order form. If no term is stated, the Initial Service Term shall be twelve (12) months.

Deployment Model. SuperDoc is self-hosted by Customer. Company does not host Customer’s production deployment.

Licensed Scope. Customer’s licensed scope is determined by the plan selected at checkout or in the applicable payment page, invoice, or order form.

License Key. After checkout is complete, Company will follow up with Customer’s license key.

2. Plan-Specific Terms

2.1 Starter License

The Starter License is for solo developers and early builders using self-hosted SuperDoc in one named commercial, non-open-source project.

The Starter License includes:

• Commercial use of SuperDoc in one licensed project
• Self-hosted deployment
• Unlimited documents for the licensed project
• Access to generally available SuperDoc updates during the license term
• Community support through GitHub and Discord

The Starter License is limited to the licensed project identified at checkout or otherwise approved by Company. Use outside the licensed project, including use across multiple projects, products, clients, companies, or customer deployments, requires a separate commercial plan or written approval from Company.

As the licensed project grows, Customer may need to upgrade to the Business Plan when Customer’s team expands beyond solo-builder use or the licensed project becomes a production product used by a broader team.

2.2 Business Plan

The Business Plan is for commercial teams using self-hosted SuperDoc in one production document experience within Customer’s product.

A “document experience” means a part of Customer’s product where users create, import, export, render, edit, review, comment on, collaborate on, approve, sign, generate, or otherwise work with DOCX or PDF files using SuperDoc.

The Business Plan includes:

• Commercial use of SuperDoc in one production document experience
• Self-hosted deployment
• Unlimited documents within the licensed document experience
• Access to generally available SuperDoc updates during the license term
• A dedicated Slack channel with the SuperDoc team for support and implementation questions

The Business Plan is limited to the licensed document experience identified at checkout or otherwise approved by Company. Use across multiple document experiences, product surfaces, customer deployments, products, or as common document infrastructure across multiple workflows, modules, teams, or products requires a separate commercial plan or written approval from Company.

3. Services and Support

3.1 Subject to the terms of this Agreement, Company grants Customer the right to implement and use self-hosted SuperDoc according to the plan selected by Customer.

3.2 Use of SuperDoc may include importing, exporting, rendering, editing, reviewing, commenting on, collaborating on, approving, signing, generating, or otherwise working with DOCX and PDF files, subject to the scope and limits of Customer’s selected plan.

3.3 Company will provide support only as described in the applicable plan terms, payment page, order form, or Exhibit B.

3.4 Company will provide implementation services only if expressly stated in an applicable statement of work, payment page, invoice, or order form.

4. Restrictions and Responsibilities

4.1 Customer will not, directly or indirectly:

a. Remove proprietary notices or labels;

b. Use the Services outside the scope of the selected plan;

c. Sublicense, resell, rent, lease, or provide the Services to third parties except as expressly permitted by this Agreement; or

d. Use the Services primarily to create or offer a competing commercial DOCX editor, document collaboration platform, document rendering engine, or hosted document infrastructure product without Company’s prior written consent.

4.2 Customer represents, covenants, and warrants that Customer will use the Services only in compliance with this Agreement and all applicable laws and regulations.

4.3 Customer shall be responsible for obtaining and maintaining any ancillary services needed to connect to, access, host, or otherwise use the Services, including hardware, servers, software, operating systems, networking, web servers, storage, and related infrastructure (collectively, “Equipment”). Customer shall also be responsible for maintaining the security of the Equipment and Customer’s systems.

4.4 Customer is responsible for all documents, files, data, content, prompts, workflows, models, outputs, and materials processed through or used with the Services by Customer or its end users.

4.5 Company agrees to defend, indemnify, and hold harmless Customer and its parents, subsidiaries, affiliates, officers, directors, and employees from and against any third-party claims, liabilities, damages, costs, and expenses arising out of or relating to Company’s negligence, willful misconduct, or breach of this Agreement.

4.6 Notwithstanding Section 4.5, Company will have no obligation or liability for any third-party claim alleging infringement, misappropriation, or violation of intellectual property, proprietary, or license rights to the extent the claim arises from or relates to:

a. Any fonts, typefaces, or font software embedded in, referenced by, or contained in documents or other content created, uploaded, imported, or otherwise provided by or on behalf of Customer or its end users, or any fonts otherwise obtained, supplied, or licensed by Customer or its end users, excluding fonts supplied by Company as part of the Services;

b. Any other content, data, or materials provided by or on behalf of Customer or its end users;

c. Any third-party software, fonts, or other materials not supplied by Company;

d. The combination, operation, or use of the Services with software, hardware, data, fonts, or processes not provided by Company, where the claim would not have arisen but for such combination; or

e. Any modification of the Services by anyone other than Company or its authorized representatives.

4.7 Customer is solely responsible for obtaining and maintaining all licenses, rights, and permissions necessary for Customer Fonts and any other materials provided by or on behalf of Customer or its end users.

4.8 Customer will defend Company against any third-party claim arising from Customer’s:

a. Use of the Services in violation of applicable law;

b. Content, data, documents, fonts, prompts, models, workflows, or other materials processed through or used with the Services; or

c. Breach of this Section 4.

Customer will pay any final court-awarded damages or settlements approved by Customer.

5. Confidentiality and Proprietary Rights

5.1 Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical, financial, product, or other non-public information relating to the Disclosing Party’s business (“Proprietary Information”). Proprietary Information of Company includes non-public information regarding features, functionality, performance, roadmap, pricing, support, and implementation of the Services. Proprietary Information of Customer includes non-public information provided by Customer to Company.

5.2 The Receiving Party agrees to:

a. Take reasonable precautions to protect such Proprietary Information; and

b. Not use or disclose such Proprietary Information except as necessary to perform under this Agreement or as otherwise permitted herein.

5.3 The foregoing shall not apply to information that the Receiving Party can document:

a. Is or becomes generally available to the public without breach of this Agreement;

b. Was in its possession or known by it prior to receipt from the Disclosing Party;

c. Was rightfully disclosed to it without restriction by a third party;

d. Was independently developed without use of the Disclosing Party’s Proprietary Information; or

e. Is required to be disclosed by law.

5.4 Customer shall own all right, title, and interest in and to Customer Data. “Customer Data” means documents, files, data, content, prompts, workflows, models, outputs, materials, and other information processed through SuperDoc by Customer or its end users, or voluntarily provided by Customer to Company.

5.5 Company shall own and retain all right, title, and interest in and to the Services and Software, all improvements, enhancements, or modifications thereto, any software, applications, inventions, or other technology developed in connection with the Services, implementation services, or support, and all intellectual property rights related to any of the foregoing.

5.6 Because the Services are self-hosted by Customer, Company does not access, collect, transmit, or analyze Customer Data, including document contents, from Customer’s production environment unless Customer voluntarily provides such Customer Data to Company for support, troubleshooting, implementation, or other assistance.

5.7 Company may process limited account, billing, license activation, and support information provided by Customer or generated through Company-controlled systems for the purpose of administering the license, providing support, preventing abuse, improving the Services, and enforcing this Agreement.

6. Customer Data for Support Purposes

6.1 Customer may provide Customer Data to Company in connection with support requests, troubleshooting, implementation, or bug resolution. Company will treat such Customer Data as Confidential Information and will use it solely for the purpose of providing support, diagnosing issues, resolving bugs, improving the Services, or otherwise assisting Customer.

6.2 Access to Customer Data will be limited to Company personnel and contractors who have a legitimate need to access it for these purposes and who are bound by confidentiality obligations no less protective than those set forth in this Agreement.

6.3 Company will not disclose Customer Data to third parties except as required to provide the Services or as required by law, and will not retain Customer Data longer than reasonably necessary for the applicable support purpose, unless otherwise agreed in writing.

7. Payment of Fees

7.1 Customer will pay Company the fees described on the payment page, invoice, or order form for the selected plan in accordance with the terms stated therein.

7.2 Fees are due at checkout or according to the invoice or order form terms. Unless otherwise stated, fees are annual and payable in advance.

7.3 If Customer’s use of the Services exceeds the scope or limits of the selected plan, Customer agrees to work with Company in good faith to upgrade to the appropriate plan or obtain written approval from Company. Company may suspend or terminate Customer’s license if Customer materially exceeds the plan scope and does not cure such excess use after notice.

7.4 If Customer believes that Company has billed Customer incorrectly, Customer must contact Company no later than sixty (60) days after the closing date on the first billing statement in which the error or problem appeared in order to receive an adjustment or credit.

7.5 If Company bills Customer by invoice, full payment must be received by Company within thirty (30) days after the date of receipt of the invoice, unless otherwise stated in the invoice or order form. Unpaid amounts may result in termination of Service if ten (10) days’ notice of non-payment has been given to Customer and Customer has failed to make payment.

7.6 Customer shall be responsible for all taxes associated with the Services other than U.S. taxes based on Company’s net income.

8. Term and Termination

8.1 Subject to earlier termination as provided below, this Agreement is for the Initial Service Term specified on the payment page, invoice, or order form. If no term is specified, the Initial Service Term shall be twelve (12) months.

8.2 Unless otherwise stated on the payment page, invoice, or order form, the Agreement will renew for additional terms of the same duration unless either party gives notice of non-renewal at least thirty (30) days before the end of the then-current term.

8.3 Either party may terminate this Agreement upon thirty (30) days’ notice if the other party materially breaches any term or condition of this Agreement and fails to cure such breach within the notice period. Company may terminate this Agreement upon ten (10) days’ notice for nonpayment that remains uncured.

8.4 Customer will pay in full for the Services up to and including the last day on which the Services are provided.

8.5 Upon termination or expiration, Customer’s commercial license rights under this Agreement will end. Customer remains responsible for ensuring that any continued use of SuperDoc complies with the applicable open source license or a separate commercial license.

8.6 All sections of this Agreement which by their nature should survive termination will survive termination, including accrued rights to payment, confidentiality obligations, proprietary rights, warranty disclaimers, indemnification obligations, and limitations of liability.

9. Warranty and Disclaimer

9.1 Company shall use reasonable efforts consistent with prevailing industry standards to provide the Services and, where applicable, perform implementation services in a professional and workmanlike manner.

9.2 Customer acknowledges that the Services are self-hosted by Customer and may be used in connection with Customer’s own systems, prompts, models, workflows, or third-party AI systems, all of which operate within Customer’s environment. Company has no access to such systems or to any document contents processed by them unless Customer voluntarily provides such information to Company. Company is not responsible for the accuracy, legality, or quality of any outputs generated by Customer’s systems, models, workflows, or third-party tools, nor for any decisions made based on such outputs.

9.3 EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES ARE PROVIDED “AS IS” AND COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. COMPANY DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE, OR THAT ANY RESULTS OBTAINED FROM USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE.

10. Limitation of Liability

10.2 EXCEPT FOR EXCLUDED CLAIMS AND INDEMNIFICATION OBLIGATIONS, EACH PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY.

10.3 EACH PARTY’S AGGREGATE LIABILITY FOR ITS INDEMNIFICATION OBLIGATIONS UNDER THIS AGREEMENT SHALL NOT EXCEED TWO TIMES (2X) THE FEES PAID OR PAYABLE BY CUSTOMER UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY.

10.4 “EXCLUDED CLAIMS” MEANS (A) A PARTY’S BREACH OF ITS CONFIDENTIALITY OBLIGATIONS, AND (B) A PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.

10.5 NOTWITHSTANDING THE FOREGOING, CUSTOMER’S PAYMENT OBLIGATIONS UNDER THIS AGREEMENT SHALL NOT BE LIMITED BY SECTION 10.2, AND CUSTOMER’S USE OF THE SERVICES OUTSIDE THE SCOPE OF THE SELECTED PLAN SHALL NOT LIMIT COMPANY’S RIGHT TO SEEK PAYMENT OF APPLICABLE ADDITIONAL FEES, AN UPGRADE TO THE APPROPRIATE PLAN, SUSPENSION, TERMINATION, OR INJUNCTIVE OR EQUITABLE RELIEF. FOR CLARITY, THE FOREGOING DOES NOT EXCLUDE SUCH CLAIMS FROM SECTION 10.1.

11. Miscellaneous

11.1 If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable.

11.2 Neither party may assign this Agreement without the other party’s prior written consent, except that either party may assign this Agreement in connection with a merger, acquisition, corporate reorganization, or sale of substantially all assets, provided that the assignee agrees to be bound by this Agreement and the assignment does not expand Customer’s licensed scope, plan limits, or permitted use of the Services.

11.3 This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes all previous written and oral agreements, communications, and other understandings relating to the subject matter of this Agreement. Any waivers or modifications must be in a writing signed by both parties, except as otherwise provided herein.

11.4 No agency, partnership, joint venture, or employment is created as a result of this Agreement, and Customer does not have any authority of any kind to bind Company in any respect whatsoever.

11.5 All notices under this Agreement will be in writing and will be deemed to have been duly given when received if personally delivered; when receipt is electronically confirmed if transmitted by email; the day after it is sent if sent for next day delivery by recognized overnight delivery service; and upon receipt if sent by certified or registered mail, return receipt requested.

11.6 This Agreement shall be governed by the laws of the State of California without regard to its conflict of laws provisions.

11.7 The parties may mutually agree to issue a press release regarding their relationship. Customer agrees that Company may identify Customer as a customer of the Services and may display Customer’s name and logo on Company’s website and marketing materials, provided that Customer may revoke such permission upon notice.

Exhibit A: Implementation Services

Implementation Services are not included unless expressly stated on the applicable payment page, invoice, order form, or statement of work.

If Implementation Services are included, Company will use commercially reasonable efforts to provide the implementation services described in the applicable statement of work, payment page, invoice, or order form. Such services may include technical assistance with setup, implementation, and servicing of SuperDoc; customer training; prioritized customer feedback; documentation updates; and related technical guidance.

Exhibit B: Support Terms

Starter Support

Starter includes community support through GitHub and Discord. Company’s development team is active in these channels and will use reasonable efforts to help where possible.

Business Support

Business includes a dedicated Slack channel with the SuperDoc team for support and implementation questions related to the licensed document experience.

Customer may also initiate a support request by emailing support@superdoc.dev.

Company will use commercially reasonable efforts to respond to Business support requests within one (1) business day during normal business hours, excluding U.S. Federal Holidays.